Elements of Chaos
by Larrykitty
Summary: The death of a friend triggers the final assault of Eggman's base. The heroes upon reach the conclusion of the battle, sets off a ripple in dimensions, blasting everyone present into a strange and wonderful world.
1. Chapter 1

Element of Chaos

Location: Land of the Sky-Upper Atmosphere

Explosions roared in the sky as G.U.N's Blue Angels dodged the rain of gunfire headed their way. Swooping in, the jets riddled the flying warship they were charged with attacking with their rockets, destroying the anti-air turrets. Going for another pass, one of the jets got as close as it could to the battle ship. As it did so two figures could be seen hopping from its wings. One, a red furred figure with dreadlock like spines and wearing a brown vest and stezen, and the other, a black and red figure dressed in a dingy brown cape, free fell their way to the front of the deck.

As they fell the black and red one blinked out of existence leaving the red one alone as robots started to gather to toward the spot he was about to land in. Raising a spiny glove into the air he slammed down, creating a shock wave that sent many of the robots that were unlucky enough to be in his vicinity into the air. At the peak of the robots impromptu flight, the black and red one blinked in and out of existence, smashing each and every last one of the robots with a series of kicks and punches. When all the robots in the air were completely demolished the red one stood up slamming his fist together, a pile of debris falling like rain around him.

"Heh! That's what you get for messing with this echidna!" He cheered in a gruff voice.

The black and red one appeared beside him and scoffed. "No time for playing around…There's still more where they came from." He motioned toward a crowd of robots making their way toward the two, all brandishing some sort of weapon, be it melee or projectile.

The echidna scoffed right back as he cracked his fist and stood in a fighting position. "As if they could take someone like me down Shadow! I bet I could take down this whole flying trashcan down myself!"

Shadow faced the oncoming group of robots heading their way with a raised palm, an energy of light beginning to appear in it. "Well as much as I would like to agree with you, we're the distraction remember…If we are to take Eggman down once and for all then he needs to think that we are the ones who are going to do it."

"Yeah, yeah, and that's when the Hero swoops in for the final blow." Knuckles smirked. "Heh…Doesn't mean we can't have fun while we're doing it hedgehog. I mean he seems to be enjoying what he has to do, why not us?"

The hedgehog smirked as well. "I suppose..." He looked back toward Knuckles. "Just don't get in my way when I use my full power echidna. Wouldn't want you to hurt yourself in the crossfire…"

"Funny." Knuckles returned the smirk in full force. "I was about to say the same thing to you pal." Both hedgehog and echidna charged into the fray, smiles playing upon their faces as they did so.

Location: Egg Fortress

Time: 5:23 p.m.

CLANK! THUD!

A metal grating landed harshly on the ground below it, followed by an orange and white fox with twin tails. The scuffed red and white shoes and white gloves it wore were the only article of clothing he had on besides the goggles it had on its head, green book bag he had strapped to his back. A gold ring could be seen attached to the bag, releasing a faint glow and providing a little light glow for the creature in the pitch black room.

"That was easy…" he remarked in a causal tone.

A small purple and white creature, no bigger than the foxes head, came fluttering down after him. It was its big white puffy tail wagging slightly behind him as he hovered with small wings behind the fox. "You call that easy? My head is still spinning from all those tunnels. Did I ever tell ya I have small spaces? Cause I have small spaces."

Coming up to full height the fox folded his arms around his chest and glared into the dark. One of his twin tails flicked in slight irritation at the dark room in front of them. "Numerous times Chip…" Reaching into this bag, the teenage fox pulled out a portable device that looked like a walky-talky. Switching it one he pushed a little blue button that was on the side of it and began to talk. "Nicole? Sally? Do you read me?"

There was silence for a moment before a voice spoke up, this one being female. "Nicole here. Sally is busy at the moment. What's your position Miles?"

"Chip and I made it to the control room with little problems..." He looked around the dark room. "And that in itself worries me." He sighed. "Are you and team four in position?"

"Affirmative Miles. Silver and Blaze are causing quite the ruckus near us and Sally and I are well protected by them both."

The fox nodded. "Right. Then me and Chip will hack into the system and take this bird down, just like we planned."

Nicole spoke up again. "Then be careful, get in and get out. Once we take down this ship, all that will be left is Eggman."

Chip gave a thumb's up. "Yeah! We'll take that creep down no problem!"

"You boys just be careful up there." Nicole said with a hint of concern. "Good luck you two."

"Yeah…You too Nicole. Miles over and out." Miles released the button and replaced it back inside the bag. No sooner than he did, the fox's ears perked as laughter behind him began to pierce the dark air. Sighing to himself he closed his eyes and began to tap his foot upon the ground as he spoke out loud. Chip, on the other hand, wrapped himself around Miles's arm as he visibly began to shake like a leaf.

When the laugh died down Miles began to speak. "And just what's so funny…?" He opened his blue eyes. "That is if you don't mind sharing with the rest of the class…Robotnik."

The two could the warmth of a bright light behind him scorching their fur just as it turned on, and while Miles made little indication that he would turn to face it, Chip flew in front of the fox for protection.

He felt the voice penetrate his eardrums once again as he answered his question, the tone being that of a high and mighty attitude.

"You know…I thought for sure that once I got rid of the meddlesome hedgehog, taking over this world would be a breeze. Let's face it, you and the others were all dead weight anyway."

The fox turned his head to look over his shoulder, shooting a glare toward the one that was speaking to him. A tall man with a belly that looked to be just as round as an egg stood on a raised platform. He wore a red jacket and black pants that seemed to just fit him. Upon his nose sat a pair of shades that shined in the light from above. He twirled his oversized mustache with one hand as he smiled smugly.

The fox returned the smile, but the feeling gesture did not reflect what his eyes felt as he stared long and hard at the human. "Yeah well looks like we proved you more than wrong. Doesn't life just suck?"

The man scoffed as he folded his arms about his chest. "To think, little Tails, sidekick of late Sonic the Hedgehog, became an even bigger thorn in my side then the hedgehog ever could." He put on a mock fringe of sympathy. "God rest his soul."

Miles held up two fingers as anger flashed in his eyes. "Ok…two things you big fat bastard. One; don't you ever call me Tails. You haven't got the right. And two; after what you have done Eggman, how dare you say that, mock or not."

The man crackled madly. "My, my, quite the mouth on you little fox. Been hanging around Shadow have we?" He chuckled. "Heheh…Little Miles Prower, Hero of the Land in the Sky." Eggman smiled. "You know, now that I think about it, you should be thinking me. It was I, after all, which made room for you to become what you are."

Miles's gritted his teeth as he reached behind himself and pulled out a small metal pole. With a click of a button the pole extended to double its size. He twisted it in front of him for a second before standing in a defensive position. "I also gained impatiens from dealing with you as well lard butt. Now how about we skip the pleasantries and move to the part where I kick your fat can all over the place and take you down…HARD!"

Chip seeing this began to fly off into the sky to leave the fox to his work. "You go get em big guy! Kick his big round butt!"

Eggman Scoffed. "So much like Sonic..." The man wiggled a finger at the fox. "I must simply tell you about my plan, I assure you, it's rather…genius if I do say so myself." Before the fox could even move the Doctor snapped his fingers and the lights brightened behind him. Turning, the fox eyes widened by degrees as he stared at what was in front of him.

A pillar that held six Chaos Emeralds raise from the ground though an opening on in the floor. Miles turned to face Eggman and glared at him. "How the heck did you get those!? Sonic sent them to Special Zone Dimension before you could get you grubby paws on them! They shouldn't even be here now!"

Eggman Smirked. "I have my ways fox. Though Sonic did make good on his promise for me to never find all seven again."

Miles growled. "Then what's you game Robotnik? Why show me these?"

"Old habits die hard you see." He said flatly. "What fun is there in winning when I can't let you agonize in defeat?"

The fox rolled his eyes. "Well aren't you a gentlemen. So…spill."

Robotnik adjusted his glasses. "I sure your well aware of the possibility of time and space travel my dear fox."

"Yeah." Miles answered. "Silver is proof of that. What? You're gonna go back in time again and try to win. You'll just end up losing like last time."

"Yeah." Miles answered. "Silver is proof of that. What? You're gonna go back in time again and try to win. You'll just end up losing like last time."

Eggman shuddered. "That was a fluke and you know it fox!" He cleared his throat as he righted himself. "As I was saying. You know about our world, the Land of the Sky, where you and you annoying little friends resided and the Land of Darkness, where I rule over all."

"You mean where you use to rule. We took that place out and freed everyone before you could even say Mobius."

He glared at Miles. "Yes…you did and I commend you on that. Now I am only left with this air ship and even now, you and your friends are giving it a pounding. But that's all about to change little hero."

"How so?"

"I found, in my endless research, a world, very much different then our own, releasing an energy that I believed could even rival that of the Chaos Emeralds." He chuckled. "Being one to never let such great power go to waste, I built my Dimension Transporter to travel with the Chaos Emeralds to that very world. With my power I will not only clam that energy as my own, but also the world's inhabitants too, turning them into my robotic slaves. Using that power I will rage war on not only your world but all worlds within time and space. I will rule the universe with an iron fist! And Eggman Land will finally be realized!"

"You mean you're going dimension hopping just to gain more power?" The fox shook his head. "Not very original but still pretty dangerous. Thanks for the heads up though. I'll make sure to add delusions of grandeur on your list of faults when I get back home." He brandished his weapon. "So…shall we begin this dance?"

Eggman chuckled. "Of course…I have the perfect partner for you." Eggman snapped his fingers.

"Tails! Look out!"

Miles didn't know if it was just dumb luck, pure instinct, or Chip's warning, or some combination of all three that saved him that day, but whatever it was he had decided to jump at the last second. Either way was fine for him as long as he didn't feel the pain of being rammed by the blue blur that past under him. When he returned back to the ground he found himself staring face to face with a robotic hedgehog. It red eyes gleamed brightly as it stared at the fox with the intent to kill.

"Heh…Been forever since I've seen Metal Sonic." Miles mused. "Thought you decommissioned him a long time ago due to his…well…Sonic like nature to rebel against you."

Eggman chuckled. "Well…I re-commissioned him just for this occasion my dear little fox. A fitting end; killed by the copy of your dear departed friend." He snapped his fingers. "Metal…if you would be so kind."

Miles stood in a defensive position as the robot geared up to attack him. Now, Miles was fast. He had to be to keep up with his best friends speed but he was nowhere near braking the sound barrier. Though due to him doing his best to keep up whit his blue brother the fox was able to react to oncoming situations faster than he could think. Couple that with Shadow's relentless teachings in fighting and Knuckles monstrous strength, Miles knew how deal deal with super powerful beings even if he was at a disadvantage.

As the robot closed in Miles twisted his body to the side, using the momentum of the g-force that the robot produced to narrowly dodge the oncoming attack. When he was fully behind it, the fox dashed forward with his weapon, aiming to slam down upon the it. At the last second however Metal Blipped out of existence, causing the fox to hit nothing but air.

"What the?!" Miles gripped his staff tight. "T-That was Chaos Control!"He felt something kick him in his back, sending him careening hard into a nearby wall. He slammed hard against it before falling to the floor. He lay motionless for a while before a groan escaped his lips. He slowly got to his feet and placed a hand on his head.

"Ok…was not expecting that…"

"Right you are my little meddlesome fox. Metel is able to sphehen off the natural chaos energy in the air, just like Shadow." Eggman said with a bright smile. "And that's not all! Oh, Metal? Would you be a dear and finish him off?"

The robotic hedgehog began to spin in place, revving up speed. As it did it began to glow with a bright blue light. After a second or two it released the spin shooting a wave of energy toward the unsuspecting fox all the while shouting, "SONICWIND!"

A blast of pressured was sent toward the fox, threating to end him once and for all. Miles, seeing this, reached into his bag behind him and pulled out a bright gleaming red gem. It shined with an unearthly light as he held it out in front of him. "Chaos Control!"

To Robotnik's disbelief, the fox disappeared before his eyes reappearing behind the robotic hedgehog. Miles delivered a swift kick to the back of its head, before sprinting after it using his own natural speed he gained from running alongside his brother. He caught up with little difficulty and, after grabbing it by its arm, began to spin in place. Letting go of Metal, the robotic hedgehog hit the wall hard just as Miles had down, and laid on the ground, just as Miles had done. The only thing it didn't do was get back.

"What!?" Eggman said in disbelief. "Where did you-!?"

"Find this? I think a better questions is how did I learn to use Chaos Control." He smiled as he tossed the gem up and down a few times. "Thats for me to know and for you to find out. Now then…" He turned to jump towards Robotnik. "I'm about to take you down!"

Eggman's face contorted in shock as he watched his nemesis hurtle towards him, only to turn into a smirk when ran face first into a glass plating. "Oh my. Are you sure you're not a bird, little fox. That was pretty stupid of you to think that I didn't have a backup plan."

The foxed rubbed his nose as she sat up. "yeah…stupid…" His eyes went wide as he looked towards Robotnik.

Noticing this, Robotnik smiled devilishly as he flipped a few switches, activating the machine. "MAHHAHAHAHAHAHA! Looks like it's over Fox! But oh how you played the game well! "

Wait. Was he looking towards Robotnik?

*CLANK**VEESSSTT*

"I must admit that you gave me a run for my money, but you and all your little friends will die on this ship when I transport."

He defiantly was looking past Robotnik.

*CLANK* *VESSSTTT*

"You see I set wave to weed out little interfering mammals, much like yourself. As soon as we begin your body and everyone else will-"

Miles groaned.

*CLANK* *VEEEESSSSTTTT*

"Ok! What the devil is that?!" He turned to find little Chip wielding an ax that seemed to be too big for his body. He was busily banging one of the consoles as best he could. "Y-You fool! What are you doing?!"

"I'm save my!" *CLANK* "My best!" *CLANK* "Friend!"

The little fairy was smacked away as Robotnik looked at the destroyed consoles in disbelief. "No…nononoNONONONONO! That idiot destroyed the Rectify Systems!" He began to panic. "It has no way of telling me about from the rest of you cretins!"

Chip rubbed his head. "What the what-what what?"

"The system that seperates one spices from another…" Miles stood up as he wiped blood from his lips. "Well…that's not good at all is it?" Pulled out his walkly-talkly. "Sally! Come in! Over! You and the others get away from the ship."

"Miles!" A different voice, this one having a bit of an older ring to it than the last, came over the speaker. "Tails! Where are you?! Why haven't you set the charges up?! I've been trying to get into contact with you for some time."

"No time Sally! You need to get away no-!" He was cut off as the Chaos emeralds began to Shining brightly behind him. "No…Sally you have to run!" he watched as time distorted causing it to buckle in on itself. Both he and Eggman and Chip watched in horrified fascination as a sudden wave of light began to quickly envelop the room.

Before it hit Miles, the fox sighed heavily. "Well…Damn it…"

Location: ?

The fox didn't know how long he was out for but Miles was sure that the massive headache he awoke to was more of a concern for him than anything else. The fox groaned as he began to lift himself up only to feel restraint upon his being. Wool covers draped over him as he slept on a small bed in a room he did not recognize. Looking around, he found that various gourds and mask were hung off the walls, each one looking creepier then the last in his opinion. Many shelves with various sizes of bottles could be seen all round the room. In the middle of the floor sat an enormous pot of some sort with a lovely smell coming from it. It was the only good thing about waking up in a room like this one.

"Ah, strange creature that came crashing into the Everfree, seeing you awake is good for me."

The fox turned to find a strange creature, the likes he had never seen before. It looked equine in nature, and by the look of its structure he had to guess it was a female…well that in the voice in which it spoke. White with dark gray stripes adored both her body and muzzle. She also seemed to have hoops around her neck and on her legs. Large hoop earrings of the same color adorned both ears as well.

Miles looked at her with curious eyes and tried to get up but felt pain stop him from doing so. "Owowowowow…Ow…why does everything hurt?"

The mare seemed to smile as he talked. "So you speak equish too. How much easier it will be to talk to you." Pointed a hoof at his bandaged covered head. "Please don't make any sudden movements dear, many injuries you've sustained I fear. You have been out for the past two days. You have to rest to clear your mind of your haze."

Miles looked over his body, finding a good percentage of his body covered in white bandages. "Two days, huh?" His eyes widened when what she said occurred to him. He tilted his head as he looked at her. Equish? He was speaking Mobien though…right? "R…If you don't mind me asking, where am I and who are you?"

"Why you are in my hut in the Everfree, and as to your second question, Zacora is what they call me." She held out a hoof to him with a bright smile upon her face.

Miles looked down once before gripping the hoof with his own hand, shaking it slowly. "I'm Miles Prower. It's nice to meet you." He looked away from her toward the window leading outside. "You say I came flying from the sky into the Everfree? What is the Everfree?"

"A forest if you will, very close to Ponyville." She went into one of her draws and pulled out a dusty map. Laying it beside him she unrolled it and pointed to a large forest type area. "The Everfree spreads through Equestria far and wide. A place where many dangerous creatures like to hide."

Ponyville? That's in odd name for a town. "Wait…" He looked at her with a raised eyebrow as something she had said caught his attention. "You say it's dangerous but…you live here?"

"Do not be wary my child, I am far from being vile. I make it my home for my own reasons, be it food, shelter or just for seasons." Zacora smiled as she rolled the map back up. "Now as for you, I have a question or two." Miles motioned for her to proceed. "There were lights in the sky, each one circular like a ball, I was not able to see where they all would fall. Would you be so kind to please tell me, where you come, that answer is the key."

"I…" He looked down and gripped the sheets. "It won't be easy to fully explain. You might think I'm crazy."

The zebra mare gripped his cheeks and lined his eyes up with her own. "Feel free to try, I'll see if what you say is truth or lie."


	2. Chapter 2

Location:?

"Gah! I hate that Fox!"

Eggman stomped about his red lilted grounded base, watching the frantic robots about him tending to the damages that it had sustained as he threw a tantrum.

"Because of him I am left with little to no power but the reserves. It will take forever and a day to get it back in the air! Plus! A forest! I hate the forest!" He stop stomping as she looked over a computer monitor. "At least the cloaking is still working. And since no one has come to see where I had crashed then that would mean we still are unnoticed."

A red orb rolled its way in front of the scientist, it pulled at his jacket, garnering his attention. "Sir a word."

"What do you want Orbot! I'm busy!"

The red robot nodded. "It will only take a bit of your time sir. We found something that you might want to see." It began to hover and made its way towards a nearby window. "look."

The Doctor looked out the window his eyes growing wide, finding three of his warrior robot dragging a cage with a beast he had never seen before. It seemed to have the body of a lion and the tail of a scorpion. Upon its back were bat like wings . "Oh ho ho ho…that is quite the discovery. That has to be a manticore! Read about them in early studies. To have such a beast at my beck and call…Maybe some good can come of this yet." He pointed to the robot. "See how long it will take for them to ready the project I had been woking on! We may have the perfect test subject."

Element of Chaos

Location: Equestria-Outskits of Everfree

Fluttershy paced up and down her living room, awaiting the arrival of her friend. The Yellow and pinked maned pegasus with the butterfly cutie mark was in dire straits. Whatever it was that was in her kitchen was causing quite the racket looking for whatever it wanted to. She had never seen an animal like that before it, and while she normally would be so gentle the creature was unwilling to even face her, brushing her aside to fly into the kitchen. She had sent a message bird to Twilights so that she could acquire some help in the matter.

It wasn't long before a knock came upon her door. The mare quickly opened it to find a lavender mare with a deep purple mane and a pink stripe running down the middle of her hair and tail. She wore a saddle bag with many books within its confines, as well as paper and quills.

"I'm here Fluttershy." She spoke in a determined tone. "Where's this new animal you were talking about?"

The mare squeaked as she bowed her head a bit. "Um…Hello Twilight. Thank you for coming. I just didn't know what to do." She pointed a hoof towards the kitchen. "It's in there, has been since he woke up this morning."

Twilight nodded and cautiously made her towards the doorway, the mare slowly peeking from around the edge of it. What she saw nearly made her laugh out loud.

A little purple and white creature with a body that looked almost cat like in nature, currently had its head stuck in a cookie jar, its paws casually playing with its foot paws. Twilight could clearly hear the sound of munching coming from inside where the head was. Twilight turned to face her friend doing her best to suppress her giggles.

"Wow...it looks like it's having fun." The mare opened one of her books and gave it a quick scan. "Now let me see." She flipped through her book aptly named 'Monsters Creatures and Monstrosities of Equestia and You; A Learners Guide.' It took some time but she was able to flip through the book rather impressively. "That's strange. I don't see any creature that looks like that in here, except maybe the fairies, but even those are pony shaped."

She cautiously made her way to the creature that looking over its purple fur and fluffy white tail. After taking a note of what it looked like she spoke up . "Um…Excuse me…"

The creature seemed to react to her voice turning to face the mare, despite not really know who was really talking to her. The munching stopping, the creature, to her surprise, spoke. "Hello? Oh think goodness! I thought I was going to be stuck in this jar forever! Mind helping me out?"

"You're…stuck?" The mare suppressed a giggle. By its tone it seemed to be a male. "How did you get like this?" She said as her horn glowed brightly, wrapping her magic along the jar.

"Well…I was hungry…and I found this cookie jar. The rest is pretty much self-explanatory" The creature braced himself as he began to feel a tug on the jar that wrapped around his head. With a few hard tugs the jar released its captive finding a catlike face filled with crumbs. The cat looked around before settling his eyes upon the lavender mare. He seemed to blanched as he looked the mare up and down. "A…horse?"

The mare huffed angrily. "I am not a horse. I am a pony!"

"OOoooohhhh…wait what?" The creature looked about the room he was in. "Hey…this isn't the Egg Fortress. In fact I don't think this is the Egg Anything." Shifting his eyes back to the mare, he gave her a angry pout. "Are you with Eggman? I bet you were placed here to send me into a false since of security so that I could let my guard down when."

Twilight deadpanned. "I have no Idea what you're talking about. What's a Eggman? And an Egg Fortress?"

The cat creature huffed and folded his paws about his chest. "I would suspect one of Eggman's robots to say something like that!"

"A robot? Robots are just superstition." The mare exclaimed with a wave of her hoof. "Something fabricated by Science Fiction writers."

"Hold you horse-" at the mares glare he gulped sheepishly. "I-I mean hang on. What do you mean robots aren't real? What have you been living under a rock? Don't you know about the war?"

"I'll have you know that I am well versed on many subjects and robots are defiantly not real." She paused. "At least as of right now anyway. And I defiantly don't know anything about a war."

The creature looked at her for a long time before his eyes blanched wide once more. "Wait a sec! Does that mean that Eggman machine worked!?" He jumped up and down cheering loudly. "That means I'm not dead!" He stopped jumping. "Wait a sec…If I'm not dead…then…" He looks around franticly. "Tails! Tails!" He jumped into the air and tried to flap his wings but found something cracked behind. He fell to the ground with a thud. "Ow! What the-!" He looked back to find his glossy wings slightly torn. "Ow…what the…? My wings!" tears began to form in his eyes. "How did…Awww…it's gonna take forever to them to hear properly!"

At the sight of his tears the normally frighten pegasus quickly made her way inside the kitchen and scooped the little creature up in her hooves, her previous feeling of fear instantly being washed away when she learned that he was hurt. "Oh my. You poor little creature." She cuddled him lovingly as she took him into the other room. Setting him down upon the couch the mare nuzzled him affectingly, her motherly side showing more and more. "Don't worry ma'ma will make you feel better."

The creature blushed brightly at being treated like a baby, but then smiled just as brightly for that same reason. He smiled as he nuzzled himself into the covers. "I could get use to this."

He watched as Twilight trotted over and clearing her throat. "Well, before you get to comfortable I need some information."

"Well…" He tilted his head. "What do ya want to know?"

A quill and a parchment appeared in front of her with a poof of magic. "Absolutely everything."

The creature thought for a moment. "Well…it all started when I woke up this morning…"

Location: Unknown City

A black figure cloaked in a tattered brown cape stood on the top of the building, overlooking the city below. With deep red eyes he watched as the citizens of the strange world went about their nightly routine with interest. Looking back up he could make out the words on a distant sign that read 'Welcome to Fillydelphia.'

Shadow closed his eyes. "This is…Unsettling…" He said after turning to look behind him. "What do you make of this Knuckles?"

The Red echidna sat a ways away from the black hedgehog with arms folded as well. "Not really sure. I've never seen creatures like those before, and I've done my fair share of traveling." He closed his eyes. "That warning that Miles gave us…do you think whatever it was caused us to end up here?"

"It's a possibility." Shadow remarked, making his way from the edge. "What worries me more is the reason why we were transported."

"You mean the Chaos Emeralds…" Knuckles closed his eyes. "Yeah I sensed it too." He shook his head. "I thought that we had gotten rid of all but one one of them. Eggman must have found a way to find them all again." He looked around. "But it seems that they are not altogether as of this point. Its faint but they seem to have separated upon arriving here"

"Which means that it's the classic game of first come first serve." Knuckles said pounding his fist together. "My favorite!"

Shadow nodded. "Though we should find the others as well. Make sure they are alright." He paused before adding. "That is to assume that any of them were teleported here as well."

Knuckles nodded. "Yeah. I agree…" He chuckled lightly. "Hard to believe your that same that same stoned face loner that always wanted to do things his way."

Knuckles turned from him. "Yes…but we all know why I changed now don't we?"

Shadow waved him off. "It is in the past now echidna. There is nothing I can do for her now except live on."

Shadow waved him off. "It is in the past now echidna. There is nothing I can do for her now except live on."

Knuckles' next apology was cut short as a scream permeated the air, causing both hedgehog and echidna to stand to attention.

Location: Fillydelphia.

A pure white pony with a bouncy curly mane and tail and three diamonds on her flank ran down the nearest ally way only to find that it ended up in a dead end. The mare turned to face the way she came only to find three stallions blocking her path. She slowly back peddled until her flank hit the back wall, her body shaking like a leaf.

"M-my dear sirs…" She said in a shaky yet regal like tone. "I do so appreciate the offer to help me find my way around here but…as for payment I am sorry…I can only supply you with a few bits. What you're asking for…I just do not have that much money on me."

A black earth pony chuckled as she looked the mare up and down hungrily. "Oh…I am sure we can come up with a payment plan." He trotted his way to the mare, letting his hoof cresses her face gently causing the mare to flinch. "You'll be able to pay us back in no time…with interest of course."

The mare suddenly found her lips locked with the stallions, his tongue forcing its way into her mouth. Without a second thought she pushed him away as hard as she could and slapped him across the face. The stallion barely flinched at the contact but his eyes bore anger like she had never seen.

He struck the mare, causing her to tumble to the ground. Through blazing tears, she looked up to see the stallion standing over her. "You damned poker! You think your too good for us earth ponies!" He raised a hoof to strike the mare once more, only to be met with something catching his arm. When he turned he found a creature like he had never seen before staring deep into his eyes, a look a pure calm rage overwhelming his own like the sun light to a candle. "W-what the?! What the hell are you?!"

"No one of importance…just a by passer." He said as he turned the stallion and gave him a good smack to the face. It was hard but not enough to send him to the ground. "I wonder though…she went down with only one good hit. I wonder how many it would take to send you to your knees." He smacked him again. "That's two." Again. "Oh three and still going strong…"

The stallions, face was starting to swell with each hit he received. He looked over the creatures shoulders, seeking help, only to find that his two cohorts where laying in a pile beside a red creature not unlike the one that was assaulting him.

Another smack. "Opps…sorry. Didn't mean to catch you in the eye." The creature shook his head. "You better pay attention so it doesn't happen again." He raised his hand. "Now where was I…oh yes..."

Smack

"Four."

Smack

"Five."

Smack

"Six."

The stallion felt his body hit the floor before slipping into a pain induced coma and the creature just shook his head upon seeing him fall. "Wow…I hit Miles twelve times harder than that during training and he can last a full five minutes." He turned to face away from the heap. "Simply pitiful…"

The mare that had been struck had sat and watched as the two strange beings convers with one another. Her tears still staining her face she stood up on shaky hooves to slowly made her way to cloaked creature. "You…I…" a fresh wave of tears formed in her eyes. "Oh thank you!" She wrapped her hooves around the creature, embracing him and sobbing into his cloak, despite how dingy she thought it was. "You…you saved me…I…(hic) Thank you…(hic) So much!"

The creature's eyes went wide as he felt her body pressed against his own, the tears of the mare staining his clothes. With a hesitant gesture he let his hand press against the mares head and gently stroked it. "You…are well?" was all he could ask, though he didn't expect an answer.

The mare, after a while pulled away and wiped her eyes with a hoof. "I am…thank you sir." She looked up at her savior her eyes shining lightly in the moonlit night. "To whom am I to thank for such a gallant rescue?"

Before the black one could speak, the red one placed a hand own the black one's shoulder, grinning wildly. "This is Shadow the Hedgehog. I'm Knuckles the 'Coolest' Echidna!" He nudged the black hedgehog with a sly grin. "Hey! Wink wink, nudge nudge!"

The black hedgehog gave the echidna a glare before looking back at the mare. Gently pushing her off of him he folded his arms about his chest. Though his face partially being covered by the cloak he wore, Rarity could have sworn she saw something red upon his peach cheeks. Perhaps he had gotten hurt.

Forgoing that thought she would smile and hold out her hoof. "I am Rarity. I thank you once again for saving me." She looked away as she wiped her mouth with a hoof after shakeing Shadow's hand. "That villains disgusting taste still clings to my mouth even now." She looked back towards the two. "Please allow me to thank you for all of your help. Is there anything you need, anything at all?"

Shadow closed his eyes and folded his arms about his chest. "We require no aid…"

Rarity raised her head in the air. "I simply will not take no for an answer. There must be something I can do for you." Her eyes brighten. "Oh I know! I will take you both out for some refreshments! And some..." She looks the hedgehog up and down. "Perhaps find you something more…suitable…"

Knuckles let loose a roar of laughter as he watched the mare drag Shadow down the alleyway.

Miles stretched out his legs as he stood outside of Zacora's house, the fox all the while smiling lightly.

The zebra watched with gentle interest, her eyes straying more specifically to this two tails. "Now take it slow as you are on the go. This forest is dangerous. One misstep could be disastrous."

Miles stood up and twisted his body while locking his arms over his chest. "I'm use to danger. Anyway…are you sure that this…Princess Celestia can help me out?"

She raised an eyebrow. "I am quite sure of this. Do you want me to take a lying test?"

Miles scratched the back of his head embarrassed. "No no…its ok…I don't mean to doubt you Zacora." He looked back at her. "You sure you don't want to come with me?" Miles gave her a bright smile. "I could carry you if you want. "

Though she knew he was joking, she could not help the blush that formed on her cheeks. She coughed politely before speaking again. "From what you tell me you speed is quite great. I will take my own path. Trust me I will not be late." She pointed a hoof. "Just go that way and you will see that you will be in Ponyville in less than an hour or three."

The fox nodded before getting in a running position. "See ya there Zacora! Ready?" He smirked. "Go!" Shooting off his legs the fox disappeared from sight in the blink of an eye, leaving the Zebra alone once more. Turning back to her hut the healer smiled gently as she went inside to back.

"I sense many trials ahead of you fox. It will be unwise for me to sit around and just watch."


	3. Chapter 3

Miles had all but forgotten this feeling…

The whipping breathe of the cold breeze that rippled through his fur.

The dance with death each time he narrowly collided with some sort of debrie.

The complete and utter freedom of going where he wanted, how he wanted.

Running was amazing.

It was something that he had done all the time when he was younger. You know…when HE was still around. The two of them would run, run, run, and just keep running. Both to and from danger. According to Sonic, there's no problem that running couldn't solve.

Of course his logic was terribly flawed, and on more than one accounts running got them into more trouble. Despite that however, he wished he could hear that flawed logic once again if only for a fleeting chance.

The fox yelped with surprised as he narrowly missed an oversized rock. He shook his head and berated himself wholeheartedly. "Focus Miles! Stay frosty Focus! Distraction can only get you messed up…or killed. Rule number one in Sonic's guide to freedom hand book." Miles sighed. "Of course the only other rule was have fun with it." He grumbled but smiled all the same. "Stupid hedgehog…"

Miles jumped into the air, grabbing a low hanging branch when he did so. He flipped once upon it before letting go, and landing on the same branch with relative ease. From there he jumped from tree branch to tree branch, swinging, bounding and flipping his way through the forest. It wasn't long before he jumped into a large clearing, landing with a role as to not hurt himself.

Regaining his bearings he looked around the area, finding that he had indeed reached the end of the forest. He glanced around shifting through his bag, pulling out the map that Zacora had given him. "Let's see…That rock formation is there…meaning that I came from the west entrance of the Everfree instead of the south one. I should have paid more attention to my surroundings…" He looked towards a random direction. "Ponyville is then that way I assume…"Shifting the map back into his back he set at a slow walk, enjoying the scenery. So distracted was he that he failed to notice a cyan object quickly blasting towards him until it was too late

"Gang way!"

Miles watched as something hard came crashing down upon him. It didn't hurt him badly, he had been hit with things way harder, but the force still sent him careening to the ground none the less. When he next awoke from his daze he found something very soft and fluffy blocking his field of vision. He reached up and gripped it slightly feeling the texture of what landed on him. When he did he heard a slightly moan, silence and then a yelp as whatever it was jumped high into the air.

"What the hey you pervert!"

A female voice?

Miles sat up and rubbed the back of his head to find a very angry pony looking down at him. She was cyan if fur color and her mane every color of the rainbow. Upon her flank he noticed a cloud with a lightning bolt the same color as her mane upon it. His eyes drifted back up and found she had piercing glare within her magenta eyes, the focus of which was directed towards him.

"P-Pervert?" Miles said groggily. "What do you…?" His voice trailed off before noticing that she was hovering into the air with a set of wings, her forehooves behind her back as she rubbed at a certain spot. Miles looked at her, and then to his hand, then back at her, then back to his hand. His eyes widened in understanding and his countenance went from confusion to dread in no time at all. "O-Oh…" He quickly stood up and raised his palms in the air in a defensive manor. "I-I didn't mean to I swear!"

"Yeah right perv!" She eyed him with a scrutinizing eye before speaking again. "Who are you anyway? What are you?"

"M-Miles…Miles Prower. I'm a fox."

The cyan mare raised an eyebrow "A fox? You look more like a slightly better version of a diamond dog..." She landed on the ground and began to inspect him closely, circling around him with squinted eyes. When she was behind him she noticed the two big fluffy tails resting heavily upon the ground. "What's with the freaky two tails thing anyway?"

Miles's eye twitched. While he was feeling bad about what he had did to her that didn't stop him from being annoyed by the question. "It's not freaky…I was born with them. See?" Miles moved his tails upon and down, both moving the opposite of each other in the process. "Besides who are you to say anything Rainbow Butt."

"That's Rainbow Dash!" The mare huffed. "And I was born with my mane and tail like this! Very rare but more normal then having two tails!"

The fox looked away with folded arms and began to walk off. He really didn't have time to deal with this crazy pony all day. "Well I can see you're ok despite that god awful flying you did so I'll just be off. Later!"

"Hey! I'm not done with you yet! You didn't even apologize for groping my flank!" She caught up to the now agitated fox hovering above him. "Besides I was distracted by your fluffy white orange butt! That's why I crashed!"

"Really?" He gave a smug smile. "Is my butt that amazing?" He asked, cutting his eyes towards the mare.

"W-What! NO! That's not what I meant!" The mare glared at him. "Say you're sorry dang it!"

"Ok Sorry! Happy now?"

"That didn't sound like you meant it!"

"Well take it however you want!"

"No way! Make a real apology or I aint leaving!"

"Then you'd better be getting use to my company!"

Both mare and fox huffed and looked away. They both of them walk/flew, muttering silent curses under each other's breaths as they slowly made their way to Ponyville.

Chip pressed himself against the window along with a pink mare with a deep pink mane. A set of balloons plastered on the sides of her flank. Both were playing a game of Super Eye Spy, which both were terrible at.

Twilight took the time to once again go over the letter she had received via Spike mail.

_Dear Twilight Sparkle_

I have gone over you letter you have sent me and found it in my best interest to have you come here to Canterlot so that I may speak with your new friend so that I may talk with him as well. If what he says is true then I fear for the country of Equestria. Please come As soon as you are able to my dearest student.

Also I have somebody here that I would like you to meet as well. I was told she and her companion had just woken up not too long ago. I do believe, in some way, that the little creature and the one I have found are connected somehow. I will speak with her and then when you come I will with him.

Your Princess

Celestia of Equestria

Twilight looked over to the small creature focusing in on he and Pinkie's conversation.

"Well I think we can stop this game…Everything is moving too fast."

The pink mare sighed. "Yeah…but it was a good Ideal anyhoof. Well what do you want to play next?"

Chip thought for a long hard moment. "Well we played eye spy in every compartment in the train. Then we played eye spy in the sky. Eye spy far away and Eye spy up close…what else can we do?"

"Hmmm Party?"

Twilight huffed. "No Pinkie Pie. He had one already back at Ponyville. Besides seeing you two have a sugar rush inside of a confined space is not good for my heart."

The lavender mare looked towards the little being. "So tell me, what is your world like? How different is it from this one."

Chip placed a finger on his chin as he looked upwards. "Well, for starters, we live in the land of the sky. It big and beautiful and…lots of green forest and what not. There are Cities and towns like the Capital and Saigonia with big buildings and everything."

Fluttershy, who had been listening intently, rose a hoof up as if she was in a class room. "Um…and the animals?"

Chip smiled. "Well…I guess it's the same here. Bunnies and pigs and the norm."

Twilight raised an eyebrow. "You're not considered animals there?"

"No. Their Mobiens. They walk and talk and everything."

"So…what type of animals make up you Mobiens?" Twilight inquired.

"Well…cats and dogs. Pigs. Hedgehogs. Honestly any animal here you can think of, a Mobien can be one." Chip fluttered towards the pink mare landing in her curly mane. "There are horse type Mobiens too, though they don't look like you."

"Oh. So you have, ahem, Ponies as well? Are their unicorns and pegasi?"

"Didn't see a pegasi, but I did see a unicorn once. I think his name was…Rock Black…Pretty cool guy."

Pinkie looked up at him. "What about you? You keep saying their and them but you never refer to yourself as one of them or they. Arn't you a Mobien as well?"

Chip seemed to deflate a little at the pink ponies question. "I…um…that is…I'm a Gaia. We were little fairies that made their home in the Land of Darkness." He gripped the pink ones hair a little tighter. "That is…until Robotnik came."

Twilight vaguely remember hearing that name come from the little guys mouth back at Fluttershy's and could tell by his tone that she may have struck a nerve. Still, her carious nature got the best of her. "What…happened? Did he do something?"

"We…we were the first of his victims when he took over the Land of Darkness. He destroyed our villages and our homes and…and…" He looks away. "Only a few from my clan survived. We made sanctuary in the Land of the Sky. I was…alone though. My family nowhere to be seen…"

Fluttershy's eyes were full of tears as she pulled Chip into a loving embrace. "Oh, I'm so sorry you poor dear."

"Wow!" Pinkie exclaimed. "He really sounds like a big old Mean McMeaniepants!"

Chip chuckled as he snuggled into Fluttershy's hooves. "It's ok though because that's when Tails and Sonic took me in." Chip smiled lightly. "They were like bothers to me. They always told me about their adventures, even took me on a few."

"They really sound like nice…um…Mobiens." Twilight said with a smile.

"Yep! I was lucky to find friends like them." He looked down. "I…I hope Tails is alright…He was caught in the blast too and…"

Pinkie Pie waved a hoof. "I'm sure he's just fine. If he is as cool as you say he is then no doubt in my mind. Besides I have to throw him a party! No! Make that two parties! One for introducing him to Ponyville and one for reuniting with your brother!"

Chip slipped from Fluttershy's grasp, any sad atmosphere gone in a instant. "Oh! Oh! There has to be cake! I like cake! Chocolate's my favorite!"

"Oh! Mine too!" Pinkie beamed brightly. "We can have chocolate fudge and chocolate brownies and chocolate pie!"

"And chocolate cupcakes and chocolate éclairs and chocolate milk!" Chip continued.

"And lots and lots of chocolate candy bars!" They both finished laughing uproariously.

Twilight turned away placing a hoof over her stomach. "I already feel the tummy ache…"

Fluttershy giggled before placing a comforting hoof over the lavender unicorn's shoulder.

Shadow awoke with a start, franticly looking around the room when he did so. Finding himself in a warm comfy bed, he sighed with relief. Memories of last night came back to him slowly. The night out on the town with that alabaster mare with the bouncy purple mane had been, to him, the most tiring thing he could have ever done in his life. It didn't help matters that Knuckles had been heckling him the whole time whenever Rarity had left them to themselves. Shadow gritted his teeth. Revenge could wait until they were far enough away from any of those beings to know.

He slipped himself from the bed, and after a quick shower, the black hedgehog slipped his cloak boots and gloves on. He really did have to admire the work the mare had done on his clothing. No longer where they dingy and dirty as they once was before, each one was cleaned and pressed, the cloth feeling like new against his black fur. He had refused any money compensation, much to Knuckles displeasure, and had grudgingly agreed for her to work on his old clothing instead.

"The mare is good…" He said to himself before turning around facing the red echidna sleeping peacefully on a nearby chair. He frowned before making his way to his friend and with a swift kick, forced him to wake up sharply and none to friendly. "Wake up Echidna. We're leaving."

With the frailing of arms Knuckles fell to the floor, landing lopsidedly upon his chin. "What the hey Shadow!" he got to his feet and stared a hole through the hedgehog. "You couldn't wake me up normaly!?"

"Hmm…I could have but it's a pain to do so." He turned for the door. "We need to get going. Find the others. And then go home."

Knuckles his tied limps. "Not sticking around for your girlfriend eh?"

Shadow flinched as he reached for the door. "She was helpful but I would rather not waist time on a drawn out goodbye." He paused. "And another girlfriend remark from you and you'll see just how much of my kindness has been drained." He opened the door and steped outside to find a white mare reaching up to knock on his door.

"Oh! Your awake I see." Rarity beamed brightly. "I was just comeing to get you. Brakefast is being served down staries. Would you like to accompy me?"

Before shadow could utter a word Knuckles brushed past him. "I'm all for that! Lets eat!"

The irritated hedgehog watched as the echidna made his way to the stare way. "I'm going to kill him…"

"Oh come now. It's the least I can do for you after saving my life."

He looked back towards the mare as she looked up at him. Her eyes shined brightly under the brightness of the light above them. With a low growl he stormed off towards the direction Knuckles was heading. "Fine…but this is the last favor…"

"Wonderful." Rarity mused. "Mayhap you could tell me a little about yourselves as well while we dine. You barely said a thing last night."

Shadow only grumbled as he looked away. This was going to be a long day.

Miles gaped as he watched Zecora trot coolly towards him. His mind slowly but surely trying to wrap around the fact that she was even there at all. He had left her, in the dust back at the Everfree. He wanted to ask her, he needed to ask her where the heck did she come from, but the words could not form in his mouth what so ever. All he could do was stand dumbfounded, mouth agape.

Zecora, ignoring his gaze, calmly made her way to the fox and closed his mouth . "Beware of open maws. A bug flying into it will produce many ha's." She smiled as she turned to Rainbow Dash. "I see that you two have met. That's good, so now we can get this over with."

The cyan mare looked between the two of them. "Wait? You've met before."

"In a word, yes. He came crashing into my house, and I welcomed him as a guest." Zacora smiled lightly.

Rainbow looked at the fox threateningly. "Right…so If you know him then I'm outta here. Only stayed so that he wouldn't cause any more trouble…" She turned away. "Or grope any more mares."

That brought him out of his stupor. "What!? I said it was an accident! Besides I didn't know what I was grasping. He turned away. Besides, for all I knew it could have been a big fluffy pillow filled with bricks."

"Was that a compliment or an insult?!" Rainbow yelled.

"I'll let you figure it out…" Miles said with a smirk. He didn't know why, but he enjoyed getting a rise out of her.

The mare glared at the fox before turning about. "Whatever! I'm leaving!"

Before she could however, Zecora stepped on her tail and kept her from going too far. "I am sorry Rainbow Dash, but I must insist. Stay a while and assist." She looked towards a giant tree that looked more like a home then anything. "I could not find Twilight anywhere nearby. For where did she leave, and why."

Rainbow rolled her eyes. "I think she Pinkie and Fluttershy went to Canterlot. Something about meeting the Princess. I would have gone but I had weather duty today. Applejack is busy with Sweet Apple's and Rarity is in Phillydelphia."

"I see…" Miles waked a ways off. "Well I'll be heading to Canterlot then. Its where I needed to go anyway."

"Well your outta luck fox boy." Rainbow quipped. "Next train doesn't come for another hour. Besides why do you need to see Twilight."

Miles thought for a moment. "That's classified." He turned to Zecora, ignoring groan of irritation. "Which way is Canterlot?"

Zecora pointed in the distance. "It is a mountin side castle. Missing something like that is no hassle."

He smiled and nodded before taking up a runner's position. "Right. Later Zecora."

Rainbow gaped. "What? You planning on running the whole way there?" She smiled smugly. "It would do you better to wait and take the train."

The fox looked towards the mare before a smile played across his lips. Without a word he blasted off, creating a backlash of wind when he did so. Rainbow was nearly thrown into the sky at the sheer impact of the g-force of the wind the fox created. When the dust settled down, all she could see left of him was an orange dot disappearing in the distance. She stared for a moment longer before taking to the skies.

"Hey! Come back here!"

Zecroa shook her head as she watched the two of them leave. "This should be quite the interesting tell, I just hope that all goes well."


End file.
